Online Advertising Agreement
This Online Advertising Agreement (hereinafter "Agreement"), is made effective as of ________ by and between the following parties:
________, hereinafter referred to as "Publisher," having an address at
________
Email: ________
and ________, hereinafter referred to as "Client," having an address at
________
Email: ________
The parties shall be individually referred to as "Party" and collectively as the "Parties."
RECITALS:
WHEREAS, Publisher is in the business of providing online space for advertising at Publisher's website: ________ (the "Website"), the contents of which include the following:
________
WHEREAS, the Website is configured to support third-party advertisements;
WHEREAS, Client wishes to utilize Publisher's space for the provision of online advertising;
WHEREAS, Client's business is in line with Publisher's platform and is specifically as follows:
________
WHEREAS, the Parties each desire to memorialize their understanding through this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 - ADVERTISING SCOPE & SERVICES:
Publisher agrees to publish the advertisements listed below, in Table A, (the "Advertisements"), on the Website, for the period of time and payment terms described herein. Should Client wish to remove the Advertisements from the Website prior to their natural expiration as listed in Table A, Client may request Publisher to do so in writing, but no refunds are made for early withdrawal of any Advertisements.
Table A:
| Type of Advertisement | Description | Run Dates | Price |
| ________ | ________ | ________ | ________ |
ARTICLE 2 - PAYMENT TERMS:
Client shall be responsible for full payment of the Advertisements as listed on Table A. All fees are due and payable prior to the run date of the advertisement. Specifically, fees are due as follows:
________
Late payments are subject to the following amount: $________ (________).
For any fees left unpaid five (5) days past their due date, Publisher reserves the right to suspend all Advertisements on the Website, without refund to Client. Publisher may choose to additionally terminate this Agreement, at Publisher's sole and exclusive discretion.
ARTICLE 3 - CLIENT DELIVERY & RESPONSIBILITIES:
DELIVERY: Client shall be responsible for delivering all advertising content (the "Content") to the following email address: ________ (the "Contact Point").
Content shall be delivered to Publisher no later than the following amount of time prior to the scheduled start of the Advertisement, as listed in Table A (the "Cutoff Date"): ________. If Client does not deliver the Content by the Cutoff Date, Publisher shall not be liable or responsible for any delayed start of the Advertisement. In such a case, Publisher and Client may confer in writing, for which email will suffice, for the discussion of new run dates for the Advertisement. However, Publisher may decide, in Publisher's sole and exclusive discretion to limit the scheduled run time of the Advertisement due to late delivery of Content.
CONTENT REQUIREMENTS: Client shall be solely responsible for providing the Content in the formats required by Publisher. Advertisements produced under this Agreement will conform to Publisher's existing editorial voice and style. Publisher must individually approve all Content for Advertisements and is not bound to approve any individual piece of Content. Publisher is not liable for any Advertisement or portion of any Advertisement which may not conform to the required criteria.
ERRORS: Errors and omissions in Content are the sole and exclusive responsibility of the Client. Client shall immediately notify Publisher of any error or omission and Publisher will act with reasonable speed to correct such error or omission.
Publisher may reject, remove, or modify any Advertisement in Publisher's sole and exclusive discretion and is under no obligation to approve any Content submitted.
ARTICLE 4 - MODIFICATION AND CANCELATION REQUESTS:
Client may request modification of the Content in writing to Publisher. Publisher is not obligated to modify any Content or Advertisement, but requests to do so will not be unreasonably denied.
Client may request cancelation of an existing Advertisement in writing to Publisher. Such request must be received prior to the commencement of any work being completed by Publisher on the Advertisement to be considered. For any request for cancelation made after Publisher has begun work on the Advertisement, Client will not be entitled to a refund of any monies paid for that Advertisement.
ARTICLE 5 - INTELLECTUAL PROPERTY:
Client represents to Publisher and unconditionally guarantees that all Content delivered by Client to Publisher for the Advertisements is the sole and exclusive intellectual property of Client, there are no encumbrances on the Content, and that Client has the right to license the Content for Publisher's use. Client hereby represents and warrants that the Content will not violate the intellectual property rights of any third party.
Client also represents and unconditionally guarantees that all Content is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or violate any applicable laws, rules, or regulations and that all Client has the unencumbered to right to sell the products or services as listed in the Advertisements.
Should any Content be (1) adjudicated to be infringing, defamatory, discriminatory, violent, obscene, false advertising, or any other violation of applicable law, rules, or regulations by a competent court of law or judiciary authority, including a neutral mediator or arbitrator; or (2) questioned as infringing by a or letter or notice from a purported rightsholder, Client will specifically indemnify and hold Publisher, including all of Publisher's employees, contractors, agents, and assigns, harmless from all legal claims and demands, including attorney's fees, which may arise from or relate to any infringement claim by any third party. Such indemnification includes the cost responding to any such rightsholder and all costs involved in removing the Advertisements. Client agrees such indemnification shall specifically include the payment of Publisher's actual attorney's fees in defending any such action. Client agrees that the Publisher shall be able to select its own legal counsel and may participate in its own defense, if Publisher wishes.
LICENSE: Client hereby grants to Publisher a limited, non-exclusive, non-transferable, non-assignable, royalty-free license to use any Content for the limited purposes of producing and running the Advertisements.
The license granted through this Agreement will automatically terminate at the termination of this Agreement.
ARTICLE 6 - TERM & TERMINATION:
The Agreement is effective as of the Effective Date and terminates on the following date: ________.
The Parties may each terminate this Agreement for material breach of any of its terms, immediately and without notice. Such material breach includes, but is not limited to, Client's failure to pay fees due.
This Agreement will also immediately terminate, without notice, upon the liquidation, dissolution or discontinuance of the business of the Publisher in any manner, the filing of any petition by or against the Publisher or Client under federal or state bankruptcy or insolvency laws, if any Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with its performance under this Agreement.
Client may terminate this Agreement at any time, for any reason, but all fees owed will be pro-rated based on Publisher's completed work up to the point of cancelation. Publisher is the sole and exclusive Party responsible for determining such work and pro-rated amount, but Client may request a record of work if desired. Termination notice must be received in writing by Publisher but no specific advance notice is required.
Publisher may terminate this Agreement at any time, for any reason, by providing written notice to Client. No specific advance notice is required. If Publisher terminates this Agreement during a period where Advertisements are currently running, Publisher agrees to continue running such Advertisements until the agreed-up end date, unless material breach was cause for the termination. In that case, Publisher is under no obligation to continue running any Advertisements for Client.
Upon termination for any reason, Publisher shall return to all Content to Client.
ARTICLE 7 - CONFIDENTIALITY:
Each Party agrees, during the Term and for a period of ________ years thereafter, to hold in strictest confidence and not to use, except for the benefit of the Parties or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the other Party, any Confidential Information. "Confidential Information" means any of the Parties' proprietary information, technical data, trade secrets, or know-how, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to one Party by the other Party, either directly or indirectly. Each Party may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with the other Party's personnel or authorized representatives or for any other purpose each Party may hereafter authorize in writing. At the request of either Party or at the termination of this Agreement, the other Party must promptly return all copies of Confidential Information received from such Party, and must promptly destroy all other Confidential Information prepared by it in connection with this Agreement, including, without limitation, any notes, reports, or other documents.
ARTICLE 8 - INDEMNITY:
Client shall indemnify and hold harmless Publisher and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the "Claims") that Client may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Client arising from or connected with the Client's carrying out of its duties under this Agreement, or (ii) the Client's breach of any of its obligations, agreements, or duties under this Agreement.
ARTICLE 9 - INSURANCE:
Client is required to maintain insurance as follows:
________
ARTICLE 10 - 2525585588 82 258852558:
552 2552828 58222882522 525 52522 2552 252 228828822 2528888228 552 25225858 8225828228 22 2588 825222222 525 5228282 5 2585 5882852822 22 5882 8228222 252 2552828:
258888525 25228 22 2525288 25 8228825 85555222 25 52252822252822 22 888222 2552 222552822 22 252 2288822 8888 82 5282225552225, 5582 2588 2528282258822 52 588 28228, 25 82 25525-2522. 258888525 8888 222 82 885882 225 822828522828 528582822 2522 522 822255522822 22 8258882, 25825282822, 25 25525.
558222 58 252528882 25288525 225 82 2588 825222222, 258888525 25228 22 85555222, 2525288 25 8228825, 525 588885828 588 8228825 8555522828 22 225855225888822, 28282, 58855582, 82222552822, 525 2822288 225 5 2552885855 2552282 8825 5282282 22 252 2288822.
558222 225 252 825222828852822 252888822 888225 58282, 82 22 28222 85588 282525 25522 82 885882 52525 2588 525222222 22 252 22525 25522 225 522 8288522258, 8228285222858, 82585282, 825252252, 8228858, 252228552 25 25282882 5525228, 828855822, 852 222 8828225 22, 8282 2522828, 8288 22 582, 8288 22 2822, 8282282282282, 8282 85882288 2222525282828, 552522 22 2225 8888 25 5225252822, 525 82828 22 82825, 5225558288 22 8522525 8585 885888822 88 85825 22 852585 22 82225582, 2252, 825882 885888822 25 225258882, 525 2822 82 5588825 22 252 22888888822 22 8585 5525228.
5585 25522'8 522522522 885888822 225 522 885828 52852822 22 2588 525222222 8888 82 8828225 22 52 522522 28558 22 252 852 22 252 5225228 2585 82 888222 22 258888525 525252525.
822 885828 2552 25585522 22 2588 8282822 2582 82 2552 882582 222 2255 22 252 82885222 22 85885 2522 528522 25 2252825 82 855525.
Article 11 - GENERAL PROVISIONS:
a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of Alabama and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within Alabama. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. The venue for any disputes permitted under this Agreement is the following county: ________.
b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
e) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
f) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
g) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
h) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
i) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
j) FORCE MAJEURE: Publisher is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
k) NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, airmail, or e-mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out above or other email address as that Party may from time to time notify to the other Party in accordance with this clause.
Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or next working day after sending (in the case of e-mail).
In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.
EXECUTION:
Publisher:
Name: ________
Signature: _________________________
Date:_____________________________
Client:
Name: ________
Signature: _________________________
Date:_____________________________
Online Advertising Agreement
This Online Advertising Agreement (hereinafter "Agreement"), is made effective as of ________ by and between the following parties:
________, hereinafter referred to as "Publisher," having an address at
________
Email: ________
and ________, hereinafter referred to as "Client," having an address at
________
Email: ________
The parties shall be individually referred to as "Party" and collectively as the "Parties."
RECITALS:
WHEREAS, Publisher is in the business of providing online space for advertising at Publisher's website: ________ (the "Website"), the contents of which include the following:
________
WHEREAS, the Website is configured to support third-party advertisements;
WHEREAS, Client wishes to utilize Publisher's space for the provision of online advertising;
WHEREAS, Client's business is in line with Publisher's platform and is specifically as follows:
________
WHEREAS, the Parties each desire to memorialize their understanding through this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 - ADVERTISING SCOPE & SERVICES:
Publisher agrees to publish the advertisements listed below, in Table A, (the "Advertisements"), on the Website, for the period of time and payment terms described herein. Should Client wish to remove the Advertisements from the Website prior to their natural expiration as listed in Table A, Client may request Publisher to do so in writing, but no refunds are made for early withdrawal of any Advertisements.
Table A:
| Type of Advertisement | Description | Run Dates | Price |
| ________ | ________ | ________ | ________ |
ARTICLE 2 - PAYMENT TERMS:
Client shall be responsible for full payment of the Advertisements as listed on Table A. All fees are due and payable prior to the run date of the advertisement. Specifically, fees are due as follows:
________
Late payments are subject to the following amount: $________ (________).
For any fees left unpaid five (5) days past their due date, Publisher reserves the right to suspend all Advertisements on the Website, without refund to Client. Publisher may choose to additionally terminate this Agreement, at Publisher's sole and exclusive discretion.
ARTICLE 3 - CLIENT DELIVERY & RESPONSIBILITIES:
DELIVERY: Client shall be responsible for delivering all advertising content (the "Content") to the following email address: ________ (the "Contact Point").
Content shall be delivered to Publisher no later than the following amount of time prior to the scheduled start of the Advertisement, as listed in Table A (the "Cutoff Date"): ________. If Client does not deliver the Content by the Cutoff Date, Publisher shall not be liable or responsible for any delayed start of the Advertisement. In such a case, Publisher and Client may confer in writing, for which email will suffice, for the discussion of new run dates for the Advertisement. However, Publisher may decide, in Publisher's sole and exclusive discretion to limit the scheduled run time of the Advertisement due to late delivery of Content.
CONTENT REQUIREMENTS: Client shall be solely responsible for providing the Content in the formats required by Publisher. Advertisements produced under this Agreement will conform to Publisher's existing editorial voice and style. Publisher must individually approve all Content for Advertisements and is not bound to approve any individual piece of Content. Publisher is not liable for any Advertisement or portion of any Advertisement which may not conform to the required criteria.
ERRORS: Errors and omissions in Content are the sole and exclusive responsibility of the Client. Client shall immediately notify Publisher of any error or omission and Publisher will act with reasonable speed to correct such error or omission.
Publisher may reject, remove, or modify any Advertisement in Publisher's sole and exclusive discretion and is under no obligation to approve any Content submitted.
ARTICLE 4 - MODIFICATION AND CANCELATION REQUESTS:
Client may request modification of the Content in writing to Publisher. Publisher is not obligated to modify any Content or Advertisement, but requests to do so will not be unreasonably denied.
Client may request cancelation of an existing Advertisement in writing to Publisher. Such request must be received prior to the commencement of any work being completed by Publisher on the Advertisement to be considered. For any request for cancelation made after Publisher has begun work on the Advertisement, Client will not be entitled to a refund of any monies paid for that Advertisement.
ARTICLE 5 - INTELLECTUAL PROPERTY:
Client represents to Publisher and unconditionally guarantees that all Content delivered by Client to Publisher for the Advertisements is the sole and exclusive intellectual property of Client, there are no encumbrances on the Content, and that Client has the right to license the Content for Publisher's use. Client hereby represents and warrants that the Content will not violate the intellectual property rights of any third party.
Client also represents and unconditionally guarantees that all Content is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or violate any applicable laws, rules, or regulations and that all Client has the unencumbered to right to sell the products or services as listed in the Advertisements.
Should any Content be (1) adjudicated to be infringing, defamatory, discriminatory, violent, obscene, false advertising, or any other violation of applicable law, rules, or regulations by a competent court of law or judiciary authority, including a neutral mediator or arbitrator; or (2) questioned as infringing by a or letter or notice from a purported rightsholder, Client will specifically indemnify and hold Publisher, including all of Publisher's employees, contractors, agents, and assigns, harmless from all legal claims and demands, including attorney's fees, which may arise from or relate to any infringement claim by any third party. Such indemnification includes the cost responding to any such rightsholder and all costs involved in removing the Advertisements. Client agrees such indemnification shall specifically include the payment of Publisher's actual attorney's fees in defending any such action. Client agrees that the Publisher shall be able to select its own legal counsel and may participate in its own defense, if Publisher wishes.
LICENSE: Client hereby grants to Publisher a limited, non-exclusive, non-transferable, non-assignable, royalty-free license to use any Content for the limited purposes of producing and running the Advertisements.
The license granted through this Agreement will automatically terminate at the termination of this Agreement.
ARTICLE 6 - TERM & TERMINATION:
The Agreement is effective as of the Effective Date and terminates on the following date: ________.
The Parties may each terminate this Agreement for material breach of any of its terms, immediately and without notice. Such material breach includes, but is not limited to, Client's failure to pay fees due.
This Agreement will also immediately terminate, without notice, upon the liquidation, dissolution or discontinuance of the business of the Publisher in any manner, the filing of any petition by or against the Publisher or Client under federal or state bankruptcy or insolvency laws, if any Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with its performance under this Agreement.
Client may terminate this Agreement at any time, for any reason, but all fees owed will be pro-rated based on Publisher's completed work up to the point of cancelation. Publisher is the sole and exclusive Party responsible for determining such work and pro-rated amount, but Client may request a record of work if desired. Termination notice must be received in writing by Publisher but no specific advance notice is required.
Publisher may terminate this Agreement at any time, for any reason, by providing written notice to Client. No specific advance notice is required. If Publisher terminates this Agreement during a period where Advertisements are currently running, Publisher agrees to continue running such Advertisements until the agreed-up end date, unless material breach was cause for the termination. In that case, Publisher is under no obligation to continue running any Advertisements for Client.
Upon termination for any reason, Publisher shall return to all Content to Client.
ARTICLE 7 - CONFIDENTIALITY:
Each Party agrees, during the Term and for a period of ________ years thereafter, to hold in strictest confidence and not to use, except for the benefit of the Parties or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the other Party, any Confidential Information. "Confidential Information" means any of the Parties' proprietary information, technical data, trade secrets, or know-how, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to one Party by the other Party, either directly or indirectly. Each Party may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with the other Party's personnel or authorized representatives or for any other purpose each Party may hereafter authorize in writing. At the request of either Party or at the termination of this Agreement, the other Party must promptly return all copies of Confidential Information received from such Party, and must promptly destroy all other Confidential Information prepared by it in connection with this Agreement, including, without limitation, any notes, reports, or other documents.
ARTICLE 8 - INDEMNITY:
Client shall indemnify and hold harmless Publisher and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the "Claims") that Client may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Client arising from or connected with the Client's carrying out of its duties under this Agreement, or (ii) the Client's breach of any of its obligations, agreements, or duties under this Agreement.
ARTICLE 9 - INSURANCE:
Client is required to maintain insurance as follows:
________
ARTICLE 10 - 2525585588 82 258852558:
552 2552828 58222882522 525 52522 2552 252 228828822 2528888228 552 25225858 8225828228 22 2588 825222222 525 5228282 5 2585 5882852822 22 5882 8228222 252 2552828:
258888525 25228 22 2525288 25 8228825 85555222 25 52252822252822 22 888222 2552 222552822 22 252 2288822 8888 82 5282225552225, 5582 2588 2528282258822 52 588 28228, 25 82 25525-2522. 258888525 8888 222 82 885882 225 822828522828 528582822 2522 522 822255522822 22 8258882, 25825282822, 25 25525.
558222 58 252528882 25288525 225 82 2588 825222222, 258888525 25228 22 85555222, 2525288 25 8228825, 525 588885828 588 8228825 8555522828 22 225855225888822, 28282, 58855582, 82222552822, 525 2822288 225 5 2552885855 2552282 8825 5282282 22 252 2288822.
558222 225 252 825222828852822 252888822 888225 58282, 82 22 28222 85588 282525 25522 82 885882 52525 2588 525222222 22 252 22525 25522 225 522 8288522258, 8228285222858, 82585282, 825252252, 8228858, 252228552 25 25282882 5525228, 828855822, 852 222 8828225 22, 8282 2522828, 8288 22 582, 8288 22 2822, 8282282282282, 8282 85882288 2222525282828, 552522 22 2225 8888 25 5225252822, 525 82828 22 82825, 5225558288 22 8522525 8585 885888822 88 85825 22 852585 22 82225582, 2252, 825882 885888822 25 225258882, 525 2822 82 5588825 22 252 22888888822 22 8585 5525228.
5585 25522'8 522522522 885888822 225 522 885828 52852822 22 2588 525222222 8888 82 8828225 22 52 522522 28558 22 252 852 22 252 5225228 2585 82 888222 22 258888525 525252525.
822 885828 2552 25585522 22 2588 8282822 2582 82 2552 882582 222 2255 22 252 82885222 22 85885 2522 528522 25 2252825 82 855525.
Article 11 - GENERAL PROVISIONS:
a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of Alabama and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within Alabama. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. The venue for any disputes permitted under this Agreement is the following county: ________.
b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
e) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
f) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
g) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
h) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
i) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
j) FORCE MAJEURE: Publisher is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
k) NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, airmail, or e-mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out above or other email address as that Party may from time to time notify to the other Party in accordance with this clause.
Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or next working day after sending (in the case of e-mail).
In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.
EXECUTION:
Publisher:
Name: ________
Signature: _________________________
Date:_____________________________
Client:
Name: ________
Signature: _________________________
Date:_____________________________
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